# SOFTWARE MANSION RADON IDE TERMS AND CONDITIONS OF PURCHASE

<br />

#### Version 3.0, effective as of December 1, 2024

<br />

## GENERAL

<br />

In these Terms and Conditions of Purchase (“Purchase Terms”):

1. “Affiliate” means any entity that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control of such party; ‘control’ for such purposes means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise.
2. “Billing Agent” means an individual or a legal entity appointed by Customer to pay for Customer’s orders on its behalf.
3. “Customer” means an individual or a legal entity purchasing Product directly from Software Mansion.
4. “Individual Consumer” means an individual who purchases Software Mansion Products or is otherwise in a contractual relationship or deals with Software Mansion in relation to Software Mansion Products outside the scope of their trade, business, craft or profession.
5. “Software Mansion” means: Software Mansion S.A., a joint stock company with its principal place of business at ul. Zabłocie 43b, 30-701 Kraków, Poland, entered in the register of businesses conducted by the District Court in Kraków for Kraków-Śródmieście, XI Commercial Division of the National Court Register with KRS number 0000961952, NIP 6793131302, REGON 364909814,
6. “Product” means any software program or service made available by Software Mansion, unless otherwise expressly stated in these Purchase Terms. The use of Product by Customer is governed by the applicable Terms of Use.
7. “Software Mansion Website” or “Site” means any website that is the property of Software Mansion.
8. “Terms of Use” mean the terms and conditions of end-user license agreement, subscription terms, terms of service, or other standard customer agreements set forth by Software Mansion and applicable to Product in addition to these Purchase Terms.
9. “Privacy Policy” means the Software Mansion Privacy Policy available at [ide.swmansion.com/privacy-policy](https://ide.swmansion.com/privacy-policy), which may be updated from time to time.
10. “Personal data” means any information relating to an identified or identifiable natural person.
    Customer accepts these Purchase Terms by placing an order for Product with Software Mansion.
    For orders placed online on Software Mansion Website, the entity with which Customer is contracting is shown on the Order Checkout page above the “Place Order” button.
    Orders placed by Customer with a Software Mansion reseller are also subject to terms and conditions of purchase set forth by that reseller.

## ORDER PLACEMENT AND ACCEPTANCE

<br />

Customer may place an order with Software Mansion online on the Software Mansion IDE Website.
Order details shall be in English. Customer can modify order details before acceptance of Customer’s order by Software Mansion by submitting a written notice to Software Mansion. English is the preferred language for order-related enquiries.
Any order is not binding upon Software Mansion until accepted by Software Mansion. Non-acceptance of an order may be the result of one of the following:

1. failed payment;
2. growing backlog or negative payment history;
3. incomplete or incorrect order details, such as missing email address for delivery, missing Customer billing address, or a pricing or product description error, among others;
4. ineligibility according to the order criteria (e.g. entitlement to upgrade or to certain Product purchase options restricted to particular users or purpose of use); or
5. for any reason at the sole discretion of Software Mansion.
   Any additional or conflicting terms on an order will not apply unless specifically agreed to in a separate written agreement signed by Software Mansion.

## PRICES AND PAYMENT TERMS

<br />

These terms apply to Products that are offered to Customer in return for a fee paid to Software Mansion (“Paid Product”).
Software Mansion, at its sole discretion, sets the prices for Products in one of the following currencies depending on Customer’s country: USD, EUR, PLN or GBP.
Software Mansion accepts major debit and credit cards (collectively, “Payment cards”) for online orders via third-party payment gateway providers, including, but not limited to, PayPal. Software Mansion is not responsible for any (i) payment failure resulting from inaccurate Payment card details provided by Customer when placing an online order, (ii) any restrictions applicable to Payment card by Customer’s bank or payment service provider, (iii) payment gateway failure, or (iv) misuse, abuse, unauthorized use, or fraudulent use of Payment cards.
In relation to payment by card or any other form of payment agreed in writing with Software Mansion on a monthly, or annual basis (“Recurring Payments”), by purchasing Product requiring regular payments, Customer authorizes Software Mansion to charge Customer’s Payment card automatically at the interval and in the amount selected by Customer based on the available options during the purchase process. Customer agrees that the Payment card specified by Customer for Recurring Payments is, and will continue to be, an account that Customer owns or is otherwise legally authorized to use, and that Customer will maintain sufficient availability under Customer’s credit card limit, or sufficient funds in the account linked to Customer’s debit card, as applicable, to make Recurring Payments. Customer can cancel Recurring Payments at any time via Customer’s prior to the next Recurring Payment due date. If Customer cancels Recurring Payments after this time, the cancellation will not take effect until the following Recurring Payment due date, and no refund or partial refund will be issued to Customer by Software Mansion.
In relation to other forms of payment from Payment cards, Software Mansion may only accept orders from existing Customers who are not Individual Consumers (e.g. corporate and business Customers) that have no outstanding payments past due. In such a case, orders can only be paid by wire transfer on net 14 days terms (payable within 14 days from the date of the invoice), unless otherwise specified by Software Mansion. Orders from newly registered Customers who are not Individual Consumers (e.g. corporate and business Customers), are subject to advance payment by wire transfer. Software Mansion may, upon reasonable request, disclose and verify its bank details in writing.
In selected countries and territories, Customer may choose to appoint a Billing Agent to pay for orders placed by Customer, on its behalf. In such a case, Customer remains Software Mansion’ sole contractual counterparty, with rights and obligations as set out in these Purchase Terms and applicable Terms of Use.

## PRODUCT DELIVERY

<br />

Software Mansion ships no physical Products. Any details necessary to enable Customer to download and/or use the purchased Product will be delivered by Software Mansion to Customer via email to the email address provided by Customer. Customer is responsible for providing Software Mansion with a valid email address for delivery purposes.
Should Software Mansion’ Products not be delivered immediately, Software Mansion will use its commercially reasonable efforts to deliver Product purchased by Customer within 2 business days of the order acceptance, unless otherwise provided by any separate agreement between Software Mansion and Customer. Software Mansion shall not be liable for any failure to deliver Product within this timeframe.
Products shall be deemed delivered to Customer immediately or on the date when Software Mansion sends a Product email to the email address provided by Customer. Software Mansion shall not be liable for any failure to deliver Product to Customer due to non-delivery of an email message concerning Product.

## TAXES AND DEDUCTIONS

<br />

Product prices do not include any national, state, or local sales tax, use tax, value added tax (VAT), goods and services tax (GST), digital services tax (DST), or other tax (“Local Tax”).
If a purchase is subject to any Local Tax, that Local Tax can be added to the invoice.
Software Mansion uses third party payment processors (each, a “Payment Processor”) to bill Customer. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, in addition to these Purchase Terms. Customer agrees to pay Software Mansion, through the Payment Processor, all charges at the prices then in effect for any purchase in accordance with the applicable payment terms. Customer agrees to make payment using the payment method Customer provides with Customer’s Account.
Customer bears the sole responsibility for any withholding tax liabilities, and no deductions shall be made by Customer from the amount payable to Software Mansion or any Payment Processor at any time.
Any correction to an invoice for tax reasons (in particular based on the provision of Customer’s Local Tax number) shall be requested by Customer by the 5th day of the month following the month when the affected invoice was issued, at the latest, unless otherwise specified by the applicable local laws.

## TEMPORARY SUSPENSION FOR NON-PAYMENT

<br />

If Customer fails to pay any amount on time under these Purchase Terms and the applicable Terms of Use, or any other agreements Customer entered into with Software Mansion, Software Mansion reserves the right to, at its sole discretion, suspend Customer’s access to all Software Mansion’ Products until such time as Software Mansion is satisfied that all payments have been made or terminate the Terms of Use, in the manner specified in the applicable Terms of Use.
If Software Mansion suspends Customer’s access to Software Mansion’ Products for any failure to, or delay in, payment of any amount, Customer must pay the entire outstanding amount in order to restore its access to Software Mansion’ Products. During any period of suspension, Customer hereby agrees that Software Mansion is entitled to charge Customer for the entire period for which Customer has placed an order for subscription to Software Mansion Products.

## REFUND, WITHDRAWAL AND SUPPORT

<br />

Any refund request following the Product purchase date will be subject to prior authorization by Software Mansion, and acceptance of such request shall be at the sole discretion of Software Mansion, unless otherwise provided by applicable law. Detailed information regarding refunds can be found in Radon IDE Refund And Cancellation Terms.

## EXPORT CONTROL

<br />

Customers shall comply with all applicable laws and regulations with regards to economic sanctions; export controls, import regulations and trade embargoes (collectively “Export Control Laws”), including those of the European Union, United States, and the territory of Customer´s residency. Customer acknowledges that it is not an entity targeted by Export Control Laws nor is it otherwise owned or controlled by or acting on behalf of any person targeted by Export Control Laws. Further, Customer agrees to ensure that neither Software Mansion Products, nor any related technical information, are:

1. Downloaded, transferred, exported, or re-exported directly or indirectly in violation of Export Control Laws; or
2. Used for any purpose prohibited by Export Control Laws, including but not limited to nuclear, chemical, or biological weapons proliferation; or
3. exported to restricted and/or embargoed destinations (including, but are not limited to, Cuba, Iran, North Korea, Syria, Crimea region and territories of the so-called Donetsk or Luhansk People’s Republics, or Annexed territories of Ukraine - such as Kherson and Zaporozhye regions), prohibited end-user(s); and/or
4. participate in prohibited end-use and/or proliferation activities.
   Software Mansion will not be liable to Customer for any failure to provide Product, as a result of any government action that Software Mansion reasonably believes may adversely impact its obligations under these Purchase Terms, its business, or its reputation.

## MISCELLANEOUS

<br />

No terms and conditions other than the terms and conditions contained herein shall be binding upon Software Mansion, unless explicitly accepted by Software Mansion in writing and signed by a duly authorized representative of Software Mansion. If Customer’s terms and conditions of purchase are different from, or are in addition to, these Purchase Terms, these Purchase Terms shall prevail and Customer’s terms are hereby rejected, unless otherwise explicitly agreed in writing with Software Mansion.
These Purchase Terms are subject to change at any time by Software Mansion by posting the updated Purchase Terms on a Software Mansion Website.
Customer declares having had sufficient opportunity to review these Purchase Terms, understood the content of all of their clauses, and sought independent professional legal advice in that respect, before accepting these Purchase Terms. Consequently, any statutory “form contracts” (“adhesion contracts”) regulations shall not be applicable to these Purchase Terms.
Nothing in this Purchase Terms limits any rights Customer in the position of an Individual Consumer might have under applicable consumer protection laws.
These Purchase Terms shall be governed by the laws of Poland, without reference to conflict of laws principles, and the parties agree that any litigation relating to these Purchase Terms may only be brought in, and shall be subject to the jurisdiction of, any Court of Poland, unless provided otherwise by applicable consumer law. Any disputes between Software Mansion and an Individual Consumer can be settled out of court through an extrajudicial dispute resolution entity.
The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Purchase Terms.
Software Mansion reserves the right (and Customer grants its consent with it) to assign or otherwise transfer the agreement based on these Purchase Terms or any rights or obligations under these Purchase Terms, in whole or in part, without further Customer’s consent to any Software Mansion Affiliate. If the foregoing is in breach of applicable consumer laws, Individual Consumers have the right to terminate their contract with Software Mansion.

## PERSONAL DATA

<br />

In connection with purchase of Products by Customer, Software Mansion and Software Mansion Affiliates will process Customer’s Personal Data, in particular, Customer’s contact and identification details and information about Customer’s subscription and payments, for the following purposes:
To provide Customer with software services or information;
To protect Software Mansion from piracy and unlawful use of Software Mansion software or services;
To improve Software Mansion offerings based on usage;
For internal evidence of Software Mansion and to protect the rights and interests of Software Mansion and other users;
To promote and market Software Mansion software and services to the Customer; and
To fulfill legal duties stipulated by accounting, taxation, and other laws.
Customer may object to processing of Customer’s Personal Data for the purposes 2 to 5 above at any time. More detailed information about personal data processing for the above mentioned purposes and about Customer’s rights can be found in the Privacy Policy.
For the above purposes, Software Mansion may process information including but not limited to Customer’s name, email address, username, physical address, telephone number, payment data, company name, and tax identification number where applicable. To receive the software, support, and services, Customer explicitly fills in their Personal Data.
Software Mansion products often give Customer the option to provide feedback, such as suggestions, compliments, or problems encountered. Software Mansion invites Customer to provide such feedback as well as to post comments on Software Mansion website, blogs, and discussion forums.
Transfer of Personal Data to third parties: Software Mansion is responsible for the handling of Customer’s Personal Data by such third party. The transfer is made to assist it in providing its services to Customer or in its operations; to do so, Software Mansion may send them Customer’s Personal Data. Personal Data collected from Customer is transferred to:

1. A third-party payment provider to process payment transactions;
2. A third-party cloud accounting service;
3. Resellers and merchants of record who are handling purchases of Software Mansion products in a certain region. Information about the reseller obtaining Customer’s Personal Data is indicated to Customer before the transfer is made; or
4. Other representatives of the same Customer;
   Software Mansion may communicate with Customers by sending them emails aiming to help avoid interruption of a service. Such examples include but are not limited to:
5. payment reminders;
6. debt reminders;
7. license expiration reminders;
8. license delivery and confirmation emails;
9. credit card expiration reminders about cards saved for automatic payments for licenses;
10. purchase follow-ups requesting information about Customer’s company for enhancement of customer service;
11. license assignment emails;
12. administrator invitation emails; and
13. purchase administration requests.
    For any questions regarding these Purchase Terms, please contact us at legal@swmansion.com.
